Fall of the Doctor
by 6s-and-7s
Summary: The Crusaders' day trip to the city of Timbucktoo is cut short when the Doctor is kidnapped. Unseasonable storm clouds spell out a rain of terror for the tourists as they fight against a deadly foe in the sky.
1. The Wild Blue Yonder

Flashes of light turned night into day as the Agamemnon spaceship burned through the night sky, another casualty in the great war. Commander Gunderson Roses, leader of the Gaean Armada, looked grimly at the wreckage of the enemy craft. He did not revel in death. It was a necessary evil, one which he had experienced far too much of.

Fourteen-year-old Button Mash, however, let out a whoop of joy. "HAH! Take that! And that! Eat hot plasma, space squid!" Letting his controller fall to one side, he stood up on his hind hooves, waving his forelegs in the air and wobbling around like a baby giraffe.

"Uh-huh. Go, Button. Woo-hoo," his friend Rumble said flatly as he sprawled atop Button's bedspread. "Fillies and gentlecolts, the hero of millions, savior of the planet, a teenage colt who still wears a propeller beanie."

"Hey!" Button said, putting a hoof to his hat protectively. "It's still fashionable."

Rumble didn't say anything. He didn't have to. Button grumbled, "You're just jealous 'cause I crushed you at Uus Buckball."

"Play me in the real world and see how well you do," Rumble retorted. "You can't just play video games forever, Button."

"Well, duh," Button said, hopping on the bed next to his friend. "Of course I know that. But I'm good at video games, so I'll keep doing them alongside getting a job and all that stuff."

Rumble looked at him steadily. "If you put half as much effort into anything as you put into video games-"

He was cut off when a female voice came from down the hall. "Boys! Your friends are here!"

"Thanks, Mom!" Button yelled. "We'll be right there!" He turned back to his friend. "Today's the day! Aren't you excited?"

"Oh, yeah," Rumble said.

Button stared as though his friend had somehow grown a second head. "We're going flying! With the Doctor? Remember?"

"Of course I do."

"And you don't think that's even a little exciting?"

Rumble locked eyes with Button. Slowly, he extended his wings. "No. Not really."

Button facehooved. "Come on," he sighed, hopping off the bed, Rumble close behind. "Let's go and have a nice, quiet, picnic in the air."

The pegasus and the earth pony trotted out the door. Button's mother, Tender Care, smiled as they went. It was nice to see her little colt out playing with his friends. Their lives had been badly shaken some years ago before their move to Ponyville. It made her proud to know that Button was as cheerful and well-balanced as ever. Besides, it meant she had the house all to herself. She allowed herself a little grin as she walked into her son's room, setting down the cheese sandwich and carrot sticks she had made herself down on the bed as she sat herself on the floor in front of Button's gaming system.

"Here's Commander Plumbus Dirigible, leader of the Gaean Armada, as she faces off against the despicable Agamemnoid Fleet…" she whispered.

* * *

_Ponyville, Spring of 5 BAT: _"Ready for takeoff?" the Doctor asked, grinning broadly at his passengers.

"This is going to be SO COOL," Scootaloo enthused.

"Ah can't wait t' see what it's like t' fly," Apple Bloom agreed.

"Ready when you are," Dinky said.

The Doctor grinned a Cheshire cat smile, his eyes wide and cheerful, like Pinkie Pie on a sugar high. "Are you sure this is safe?" Sweetie Belle whispered to her friend.

"Probably," Dinky whispered back.

Rumble raised a hoof. "Can we buzz the Weather Factory?" he asked, grinning.

The Doctor considered. "I don't see why not," he replied, a mischievous smirk on his own face.

Ditzy smacked him in the side with a wing. "Then again, perhaps that would be better for another day," the Doctor corrected hastily. "Or not at all."

"What about you, Button?" Ditzy asked, looking toward the last member of the Crusaders.

"...Huh?" the brown colt replied, glancing over from where he stood by the console.

"Are you ready to ride in the TARDIS?" the Doctor asked.

"Yep!" he responded, looking back at the console. "So how does this thing work?"

The Doctor's smile grew. "How 'bout I show you?" he asked, gently pushing the colt to one side. "This here is the altitude control." He waved at an orange slider. "Over there you have the manual steering control, here the flight controls, the booster switch, the door switch. And over there, we have what looks to be a chair with a panda on it."

He paused and scratched his chin. "I always wondered where that had got to," he mused. "Anyway. The old girl's just poetry in motion. So why don't we get her in gear, eh?"

He pulled a couple of levers, and they took off with a jolt, the whole ship lifting off the ground and half the passengers falling over themselves. Sweetie Belle picked herself up off the floor. "Probably safe, my hoof," she grumbled.

The Doctor pulled up hard on a lever while frantically turning a wheel. "There," he breathed. "That should hold it."

He pushed a metal clasp over the wheel to keep it steady, and backed away from the console. "Shall we?" he asked, gesturing to the doors.

"...Is that safe?" Apple Bloom asked, mildly dubious.

"Of course."

Sweetie Belle moved toward the far wall of the Doctor flipped a switch and the main doors hummed open. Scootaloo dashed toward the open air, only to find her tail snagged in Rumble's teeth. He gave her a flat look. "Let's not have anyone falling to their death today, yeah?" he sassed.

"I'm not going to fall out," she protested, but slowed to a walk, nevertheless.

Apple Bloom gasped in equal parts fear and wonder as she gazed over the edge of the TARDIS's threshold. "Whoo, Nellie! So this is what bein' a pegasus feels like!"

"It's even better than that," Ditzy said. "You don't have to do much to get the TARDIS airborne, or to keep her there. It's not like all the wing flapping you'd normally have to do to keep the wind from blowing you sideways."

"Well, it's certainly beautiful," the Doctor said, smiling out at the fluffy clouds and distant horizon.

"So what does this wheel do?"

Everyone turned around. Button was still at the helm of the console, fascinated by the vast array of dials and switches.

The Doctor coughed delicately. "Well, that's the altitude lock, useful for when we want to stay still in the air. Like we are now. Button, would you like to come look outside with us?" he asked.

Button turned around. "Oh. Yeah, definitely."

He hurried to the door. Everyone else shuffled aside to give him a little room. "Wow. From up here, Canterlot looks like some kind of little dollhouse!"

After letting them drink it all in for a few more minutes, the Doctor ushered them all back from the door. "Well, gang, where shall we go first? We're trying to stay on-planet and in the present today, but I don't think a quick hop to the moon would be out of the question for lunch."

"We can't eat lunch on the moon," Sweetie pointed out. "There's no restaurants."

"Or atmosphere," Dinky added.

"Mm. I guess it is a bit dull before the colonies got there in-" he caught himself. "Well, never mind that now. Alright, maybe Whindia? Saddle Arabia? Lawndon? Marecelona?"

An awkward silence filled the room. "Well," Apple Bloom said. "Thing is, Doc, we ain't really here t' go anywhere in particular."

"No?"

"We kinda jus' wanted to see how th' TARDIS worked, so we could maybe get cutie marks for flyin' it."

"Of course," the Doctor said. "That explains a good bit." He glanced at Button, who was trying to decipher the time scanner. "First of all, nopony here gets to fly the TARDIS but me. If you're very good, I'll let you pull some levers, but given what happened last time you were all loose in here, I don't think that's going to happen anytime soon."

Murmurs of reluctant agreement were the sole reply he got, but the Doctor smiled nonetheless. "Well, if nopony has any particular destination in mind-"

"I didn't say that," Scootaloo interrupted.

* * *

The TARDIS was carefully piloted up to Rainbow Dash's napping cloud. The sleeping pegasus didn't even roll over when the box bumped into her cloud. "She's out _cold_," the Doctor said.

"Well, it must be a big job, being the local head of weather," Ditzy said charitably.

"So, what're we doin' Scoots?" Apple Bloom asked.

"You aren't trying to steal her mane hairs again, are you?" Rumble said.

"No! I'm over that sort of thing," Scootaloo replied, slightly annoyed that Rumble had guessed her plan so quickly.

"So, what's the plan, then?" Button asked.

Dinky rolled her eyes. "Really, Scoots? What, did you just want to watch her sleep?"

"...That actually sounds really creepy when you put it like that," Scootaloo said.

Sweetie Belle leaned in conspiratorially. "I have an idea."

"What's that?" Apple Bloom asked.

The unicorn's face lit up. "Why don't we wake her up and surprise her?" she whispered.

She was met with several blank stares. "Actually," said Scootaloo, "that's not a bad idea…"

* * *

"Hey, Dash!"

"Grrnnxx. Go 'way."

"Aw, come on, Dash! Wake up!"

"Ugh." Rainbow cracked open one eye. "You're lucky you're awesome, kid. What's up?"

Scootaloo beamed. "ME!" she crowed.

"Wha-" Dash glanced around. They were both still on her napping cloud. She broke into a grin. "You- you can fly? Scoots, that's amazing! I'm so proud! I mean, really- Hey, what's so funny?"

"Gotcha," the young mare giggled.

"Huh?"

Scootaloo pointed directly behind her idol. Rainbow turned to see a hovering blue box, with all the Crusaders inside, giggling and waving. Her face went slack with shock. Then it contorted through confusion, recognition, and sorrow before finally settling on pride. "Huh. Okay, that's pretty neat," she laughed. "Alright, you guys got me."

She yawned. "Now, much as I love a good prank, lemme go back to sleep, please. I really need some shuteye. The weather's been acting up all morning, and I'm beat."

Ditzy frowned. "What do you mean, 'acting up'?"

Dash shrugged. "The clouds have been harder to corral than usual. Not really a big deal, I guess. I still got it all cleared, but they were a lot colder and icier than they usually are this time of year."

"Huh. Well, I hope the rest of your day goes nicely," Ditzy replied, an infectious smile on her face.

"Yeah, I'll try. Thanks, Ditz," Dash said. "Oh, lemme give you a wing up, Squirt," she added, helping Scootaloo scramble back into the TARDIS, a task which was hindered by the fact that the filly was using her left wing to hide a bagful of hairs she had stealthily clipped from her idol's tail.

"See you later, Rainbow," the Doctor said with a nod.

"Back 'atcha, Doc," the pegasus replied, before yawning and settling down to go back to sleep.

* * *

"Well, that was fun," the Doctor said. "Where shall we go-"

"Should this light be blinking?"

The Doctor whipped around. Button stood at the console, reaching for a little flashing red light. Right in the path of his hoof, a switch sat, just begging to be knocked over. The noise that came out of the Doctor's mouth was an indescribable, jumbled-up scream, lecture, and calculation rolled into a single moment. He lunged for the console and plucked Button away.

"Right," he said, setting the colt down and glancing about the room. "New rule. Nopony touches any of the equipment without my express permission. None of it. The TARDIS is a clever old thing, but she's also a bit sensitive. It took me thirty years of school to learn how to fly her-"

"And you're still a little bumpy."

"Yes, thank you Ditzy." The Doctor looked at Button again and his voice softened. "I understand your curiosity, Button. I admire it. But as fun as it is to learn new things, doing that fifty feet off the ground isn't exactly the best plan."

"Yessir. Sorry," Button said, looking at his hooves.

"None of that, now," the Doctor admonished. "Come over sometime this weekend if you like, and I'll show you all the tricks of the trade." He smiled encouragingly.

Button smiled back until the Doctor turned away.

The light on the console was no longer flashing.


	2. Overcast Hearts

The group had a marvelous time that afternoon, soaring over land and sea. They dive-bombed Parliament once or twice, soared over the Albion Mountains toward Griffonstone, and skimmed the surface of the Equatorial Ocean. Scootaloo kept her head hanging out the door into the spray, laughing like a madmare until Dinky pulled her back into the safety of the TARDIS. Even Button seemed to have gotten over his near-accident at the TARDIS console, though the Doctor noticed that the colt kept glancing around nervously before making any movements. Perhaps he'd been a tad harsh on the colt. Oh well, he'd make it up to Button when they landed.

Eventually, they flew over land once more, ocean waves giving way to brown-green grasses and sand. "Whoa," Sweetie Belle breathed. "Where are we?"

"We're flying in to Timbucktoo, the main international trade city in the Gazelle Empire of Addra, ruled by Emperor… no, sorry, that was over a century ago... Empress Dama Ruficollus. Addra is home to, among other things, the invention of modern track and field events, the basis for modern legal codification, and one of the world's largest trade centers and hubs of information, namely Timbucktoo itself. I think we'll land there for lunch, what do you lot say?"

"Ah could go fer a bite," Apple Bloom agreed.

"That's settled, then," the Doctor concluded. "Won't be a mo'. Look, you can already see it on the horizon!"

It was a gorgeous sight. The buildings were primarily built with bricks of mud and clay, many of which were intricately patterned. Several buildings had more lavish elements incorporated into the design, such as gold and gems. Dinky frowned, noticing long white streaks running down the side of one building, looking almost like frosted glass. "What's that?" she asked, pointing.

"Salt," the Doctor replied. "It used to be quite valuable in this part of the world, up until they started dealing with other countries. I believe they're mainly on the silver standard now, though in some more rural parts, you can still buy a stay in a hotel room for a few shakers worth. And, as you can see, it's still something of a status symbol, even in places where it's common enough to put in your food."

"That's weird," Rumble said, wrinkling up his muzzle. "It's like if Equestrian money was made of apples."

"You got somethin' against apples?" Apple Bloom demanded, steel in her voice.

"Uh," said Rumble.

"It's not _weird_," the Doctor admonished. "It's perfectly reasonable, really, it was quite rare here up until a couple of centuries ago. Just because something is different doesn't make it weird."

He nodded at Rumble, a slight frown on his face. "I've seen wars started over things like that," he said seriously.

"Um… okay, sorry," Rumble replied, nonplussed.

"Right, 'old on, we're coming in for a landing," the Doctor cried, leaping toward the central console. The lever resisted at first, but eventually popped free. The wheel winched down, and the TARDIS descended— or, some might say, plummeted— toward the bustling marketplace that made up the bulk of the city's center.

* * *

The party walked out of the TARDIS, some more wobbly on their pins than others. Sweetie Belle stared at the ground for a moment, then bent down and kissed it. "Ech! Sandy! Bad idea, bad, bad idea," she sputtered.

Button walked behind a nearby bush, retched a few times, and walked back out hardly any worse for wear. Everypony else mostly just felt dizzy. Ditzy's eyes were the only ones properly aligned. "...Right," the Doctor managed. "Evidently, I need to practice this particular function of the TARDIS a bit more."

After the world stopped spinning quite so much, the party made for the city. Just then, the Doctor paused. "Hold on. You lot go on ahead, I've got to take care of the TARDIS. Last time it got parked near a market, it got sold to a— y'know what, that's another story. Go get lunch, I'll catch up with you!"

Dinky stopped and looked sharply back at him. "You aren't going to take off, are you?"

The Doctor looked as though he'd been punched. "I— no, I—"

"Dinky," Ditzy admonished sharply. "That was very rude."

The Doctor noted that she didn't bother to correct the filly. He smiled weakly. "Got enough money?" he asked. "Right. Save me a spot at the restaurant, I'll just be a minute." he bolted back into the TARDIS, away from his daughter's accusing glare and his wife's sorrowful eyes.

He breathed out. Calm down. They've forgiven you. Ditzy has forgiven you, he told himself. Dinky has… sort of forgiven you. Alright, no, she hasn't. But we can work on that. He sighed, and went to fetch out the placard he had made not long after the Pompeii incident.

* * *

The rest of the ponies walked in silence toward the city limits, each caught up in their own thoughts. Ditzy was torn, stuck between her love for the Doctor and her love for her daughter and acting on neither. Dinky was silently kicking herself. Why did she hurt him like that? What made her say those words?

Apple Bloom was in awe of the skyscraping buildings of brick and clay that seemed ready to pare a cloud in two. Scootaloo was still internally freaking out over the fact that she had gotten to fly, Sweetie Belle was desperately trying not to think about the landing, Rumble was wondering whether he would enjoy the food here, and Button…

Button watched as a group of gazelles worked on a construction site, leaping from one support to another, easy as walking. In his mind, he could see it as a sort of game, jumping from platform to platform, could see with perfect clarity what the goal was, how the game ought to be played, strategies that could be used to win it. And he knew that, in reality, he could never do anything close to what those construction workers seemed to come by naturally. He looked away.

"Well, kids," Ditzy said with a joviality that she didn't really feel, as a cool breeze ruffled her hair. "Let's all be on the lookout for someplace to have lunch. Maybe afterwards we can go looking for souvenirs!"

As long as they aren't too expensive, she thought privately. A mailmare's salary only stretched so far, even with a time-traveler for a husband. Especially with a time-traveler for a husband, she thought, remembering the contraption he'd constructed from the family toaster, an alarm clock, and other sundry items that seemed to be alien in origin.

"Mom?" Dinky asked.

It went "beep", and every so often, "bing". The Doctor was quite vague about its function, saying only that if it ever started to go "BONG", that he should be fetched immediately. Ditzy was less annoyed about the toaster than she was the principle of the matter.

"Mom?" Dinky repeated, louder this time.

Pocket Watch would never have done anything like that. He might have disassembled the toaster and been unable to fix it, but he would have asked first!

Ditzy reflected momentarily as the breeze died down. Well, no, he wouldn't have, actually. Where had she been going with this?

"Mom!"

Ditzy blinked and turned to her little muffin. "Dinky, you don't have to shout," she reprimanded gently. "I'm right here."

Dinky looked as though she were about to argue, but then took a deep breath, visibly restraining herself. "We found a restaurant," she said after a long moment. "They mostly serve grass and rice, with lots of grains that I've never heard of. It smells good, though."

Ditzy smiled. "That sounds perfect," she decided, shaking off the last of her sudden malaise. "Let's eat."

* * *

Meanwhile, back at the TARDIS, the Doctor had finally recovered his protective camouflage. He held it proudly aloft in his teeth— a large sheet of cardboard plainly stating "Not For Sale". He also had one saying "Out of Service" for when he landed in London in the '50s, and a third saying "Do Not Disturb" for use on the pleasure planet Polis, where the bathing-machines looked almost precisely like the police boxes of Earth, apart from the slight difference in spelling and the message on the door sign. So caught up with recollections of Polis, that he almost missed the big flashing orange light on the console.

Almost, but not quite.

"What in the world?" the Doctor muttered, staring at the screen. "That's not right."

For on the radar, there was a massive grey-blue blob heading straight towards Timbucktoo.


	3. Cold Front

The Doctor rushed into the city, pausing for only a moment to hang his sign on the TARDIS doors. Vendors and merchants shouted from all sides on the clustered, hectic streets of the agora, hawking their wares and calling for customers, but he didn't even slow down as he darted around them. "DITZY!" he shouted, "DINKY? BUTTON? SWEETIE? RUMBLE! WHERE ARE—" he cut himself off when he registered that he had, in fact, run out of street some time ago and had passed into some kind of business center. The receptionist glared over his spectacles at him, his dark brown eyes boring through the Doctor like lasers, and gestured toward a chair. The Doctor shook his head and walked up to him. "Sorry, excuse me," he said, "But I'm looking for a restaurant. Where's the nearest one?"

The gazelle's glower lessened slightly, and he gestured toward a map on the wall. "Thanks," the Doctor smiled. "Have a nice—"

The receptionist had already gone back to furiously scribbling at his crossword puzzle, dead to the world. "Day," the Doctor finished lamely. He turned to look at the map. "Nearby attractions, nearby attractions," he mused, "Where could you be, come on, come on, time is not, ironically enough, something I've got much of… Nearby attractions! Let's see now. Griffonian food, definitely not. Whindian food? Perhaps… Aha! Native Gazelle cuisine at _From the Roots Up,_ sounds plausible. Yes, let's try there first. ALLONS-"

The receptionist cleared his throat and glared at the offending noisemaker. "Sorry. Allons-y." he whispered.

The gazelle nodded in satisfaction, turning back to his newspaper as the Doctor quickly tiptoed from the room, breaking out into a gallop as soon as he hit the streets once more. He had faced down Daleks, renegade Time Lords, and the Nightmare, all without so much as flinching, but it was best to avoid ticking off office staff. They could get nasty fast.

Thinking of things that could nasty quickly, he glanced up to the eastern horizon. He could see the clouds gathering, practically racing toward the city. Dash had said earlier that they had been harder to control than usual. What was going on with the weather? For a brief, irrational moment, he vaguely wished he'd stopped to get an umbrella out of the TARDIS. Then he shook himself. Whatever was going on, even the old question mark brolly wouldn't help this time.

* * *

The head waitress at _From the Roots Up _looked in mild horror at the new arrivals. One adult, six children, already beginning to squabble among themselves. Her eye twitched slightly. Nevertheless, she was a professional. She therefore straightened her back, gritted her teeth, and smiled as pleasantly as she was able. "May I help you?" she asked with barely a catch in her voice.

"Yes, please," the grey mare replied, smiling earnestly, looking directly into the waitress's deep brown eyes. "Have you got a table for eight? My husband will be here shortly."

Internally, at least, the hostess relaxed very slightly. At least there would be one adult for every three teenagers, rather than one trying to corral all six. "I'll see if we've got a table ready," she said, quickly moving toward the dining area. "Just a minute."

The crowd of ponies waited with varying degrees of patience in the atrium. None of them noticed that, across the street, a storm-grey earth pony was watching them with a scrutinizing eye.

* * *

The Doctor hurtled through the maze of alleys and winding streets that comprised the bulk of Timbucktoo. He had a nasty feeling about this weather— it didn't often rain in this city, and when it did, it generally came in off the sea. Despite this, the sky was quickly growing dark with clouds rolling in from the plains, and an unseasonably cold breeze wafted through the streets.

The Doctor wasn't sure what was going on, but it was doubtful that it was anything natural or even native to the planet. It was even less likely, he thought as he glanced up at the darkening sky, to be a force for good. It reminded him of something, vaguely, from long ago, but he couldn't quite remember what… No time for that now. Got to get Ditzy and the foals, get them out of danger, get back to the TARDIS, investigate the… whatever it was, and find out what it was trying to do here.

That last bit would be easy enough, all in a day's work, really. First, though, he needed to protect Ditzy, Dinky, and the others. He'd lost them once already, let them down before, and he wasn't about to do it again. He pounded on, hooves sounding sharply against the cobbles of the road. The restaurant was only a few blocks away now, he was almost there, when suddenly something yanked him back by his tail.

He glanced behind him in surprise and irritation. "Hello there," he said, mild annoyance evident. "I'm terribly sorry, but somehow my tail has gotten into your mouth. Can't imagine it's pleasant. I mean, people— ponies, I mean, sorry— complain about finding just one hair in their food, and look what you've got! Some few hundred hairs, and not a bite of food to show for it."

The earth pony merely stared at him blankly, his blue eyes dead and cold as the Donner Party. The Doctor stared back. "You can give that up," he said conversationally, looking the other straight in the eyes, "I've outstared Weeping Angels, me. Well. I tricked them into staring at each other, but that still counts, doesn't it? A bit?"

No reply from the other. The Doctor was seriously beginning to consider that perhaps cutting off his tail would be a reasonable means of escape when he heard hoofsteps echoing from around the corner. He brightened. "Hello there!" he called out. "D'you think you could lend a hoof? Only, I'm in a bit of…"

He trailed off as the newcomer rounded the corner. Earth pony. Grey fur, blue and white mane, dead blue eyes. Exactly identical in every way to the stallion chewing on his tail, right down to the cutie mark. Or, rather, their shared lack thereof. "Perhaps more than 'a bit' of trouble," the Doctor mused as the thing that certainly wasn't a pony drew closer, its mouth opening far, far wider than it should have been able to. For a brief moment, the sound of static and the stench of ozone seemed to fill the air, blocking out all other sounds and scents and even the possibility of thought. Then, as abruptly as the two grey ponies had arrived, all three beings disappeared, leaving nothing behind but a faint trace of electricity in the air.

* * *

The head waitress walked into the dining area of the restaurant, scanning the occupied tables carefully. It was a gloomy, quiet crowd today. There was no buzz of conversation. The suffocating silence didn't help her mood. She was storming already, angry at the grey pegasus for bringing in an army of children, angry at her boss for taking the day off, angry at herself for getting into the restaurant business to begin with. It was, therefore, with no small annoyance that she approached a diner, sitting alone at a table meant for ten. "'Scuse me," she said.

The lone diner made no response. "Excuse me!" she repeated.

He looked up at her, indifferent. "Would you mind moving?" she asked impatiently. "Only, we've got a big party moving in, and you're taking up the biggest table." She glanced down at his place setting. "You haven't even eaten!" she said in disapproval, glaring at him.

He looked at her calmly. "I have been waiting," he hissed, "for the rest of my party". At that moment, the waitress became aware of the fact that all of the other diners were unusually quiet. She looked around. Tables full of bodies, slumped over their meals, unmoving. As if on cue, they all turned to look at her. Twenty fishlike blue eyes trained on her.

She opened her mouth to scream, but she felt a sudden coldness seize her, and suddenly was no more.

* * *

The gazelle returned briskly from the dining room. "You're in luck," she said. "One table for eight, coming up."

"Oh, thank you," said Ditzy. "You will tell my husband where to find us, won't you? When he comes in?"

Bright blue eyes sparkled in the light. "Don't worry," the thing in the waitress's body said. "You'll see him soon enough, I'm sure."


	4. Calm before the Storm

The dining room was quite quiet, the other customers apparently absorbed in their meals. The only sound came from the clatter of plates and glasses, apart from the group at table six.

"Do you think they have grilled cheese?" Sweetie Belle asked.

"No," Dinky replied.

"They might," Ditzy said encouragingly. "We'll just have to see what's on the menu."

Apple Bloom frowned. "Where are th' menus?" she wondered. "An' where're all the waiters?"

There was a polite cough from right behind them. It wasn't an announcement. It barely constituted a wheeze, more an exhalation full of dust. The ponies turned to see an old gazelle in a suit jacket standing nearby. "Good evening," he intoned. "My name is Herbert. I will be your server for this evening." His cloudy blue eyes scanned the assembled diners. "Would you care to start with a beverage?" he inquired.

"Do you have lemonade?" Sweetie Belle asked hopefully.

"No."

"Soda?"

"No."

"Apple juice?"

"No."

"Milk?"

"That, we do have. Cow or goat?"

"...Cow, please," Sweetie replied. "Can you make it chocolate milk?"

"I will see what I can do."

Everypony else elected to have water, apart from Ditzy, who ordered tea. Herbert nodded. "I shall return momentarily," he said, turning to go.

"Um, wait a sec," Rumble said. "Don't we get menus?"

The gazelle looked back at the party of seven and sighed. "As sir wishes. It should be noted, however, that we do not have a children's menu."

He trotted off before any more comments could be made. "...I'm not a child," Rumble sulked.

"Yes you are," Scootaloo replied.

"No, I'm a teenager," the grey pegasus said, in the sort of tone that came only from repeating the same tiresome correction over and over again.

Scootaloo looked at him flatly. "Well, you're not an adult," she retorted.

Rumble opened his mouth to respond, when Dinky suddenly shushed them. She stared around the room. "Does anypony else think that there's something seriously weird about these guys?" she whispered.

"Ah thought yer dad said jest 'cause somethin' different don't make it weird," Apple Bloom replied, eyebrows knitting.

Dinky scowled. "Okay, yeah, but it feels like— I dunno, but it feels that there's something wrong with this picture," she said, glancing at a couple of reindeer sitting across the way. They both stared down at their bowls, occasionally lifting a spoon to their lips.

The assembled ponies stared. Eventually, Rumble shook his head. "I don't see-" he started, when Button interrupted.

"It's like they're on a timer," he said, staring. "One, two, three—" one reindeer took a spoonful of soup. "Four, five—" the other one took a spoonful. "Six—" The first one took another spoonful. "Seven, eight, nine—" First one again. "Ten." The second reindeer took a little more soup.

"And over there," Dinky added, "That minotaur's taking a sip of water every seven seconds, and that griffon takes exactly three seconds to chew and swallow a bite of sandwich."

Sweetie looked at a nearby camel. "She's just twirling her grass on her fork," she noted, "Hasn't taken a single bite."

"Okay," said Apple Bloom. "Ah officially rescind mah criticism of yer callin' this place weird. This all is Discord-level weirdness right here."

"Your tea, madam," the waiter said, having managed to materialize behind Ditzy without anypony noticing.

"I just noticed something else," Dinky said quietly. "Everyone in here but us has eyes the exact same shade of blue." She looked up at the waiter.

"Everyone," she repeated.

All noise in the restaurant suddenly stopped. Every head in the place swiveled toward the ponies as one. Carefully, Ditzy took her teacup and poured a little bit onto the table. It hissed slightly, and acrid fumes rose up from where it had eaten through the cloth. The pegasus looked at it thoughtfully. "I think I'd better have coffee instead," she said with a nervous chuckle.

As one, every patron in the place rose from their seats, their dead blue eyes trained on the party of seven sitting at table six. Ditzy swallowed. "Not big caffeine fans?" she guessed weakly.

Scootaloo recovered her wits first. With a defiant cry, she leapt up, smacking the drinks tray back onto the waiter, who stumbled back, his fur smoking where the droplets had fallen. The other customers charged forward. "RUN!" Sweetie cried.

Chairs toppled over as the ponies pushed away from the table, scattering across the room. Scootaloo found herself face to beak with the carefully-chewing griffon. She backed away into a corner, her opponent's rain-colored eyes never leaving hers. The young mare swept out her wings in preparation to fly, but when the griffon rose up into the air to swat her back down, she ran under his legs, instead. "Psych!" she cried.

Dinky, meanwhile, was busy ducking under tables, only to teleport away and pop out from others. Her long-range teleportation was still lousy— Twilight had only really begun to teach her that after she had bonded with the TARDIS— but she was a whiz at zapping herself over short distances.

Talking of zapping, she saw her mother fluttering overhead, using weather magic on the sprinkler systems and lighting fixtures to create an artificial thunderstorm. She fired bolts off at random— with her eyesight, it didn't much matter if she tried to aim or not. Several of the diners were knocked clean off their hooves. Thankfully, only the griffon was able to fly, and he was still chasing after Scootaloo, who was doing her best to lead him into as much furniture as she could.

Button was trapped on top of a table— how he had gotten there, Dinky hadn't a clue. A minotaur was prepared to swat him down, but at the last moment, Rumble flew in with a rebel yell, throwing the dregs of Ditzy's tea into the diner's face. With a cry, the minotaur fell back, clawing at his eyes. The two colts hoof-bumped, then leapt off in separate directions as a camel lashed out, striking the table. Suddenly, Dinky saw with horror that Apple Bloom was lying prone on the floor. The unicorn rushed to the earth pony's side, checking for a heartbeat. Finding one, she relaxed— just in time for a kangaroo to catch her by the tail.

Dinky let out a piercing scream as she and the unconscious Apple Bloom were unceremoniously hauled into the air. The kangaroo and the two ponies promptly vanished in a flash of blue light. "No!" Button shouted in horror, staring in dismay at where the two fillies had been.


	5. Strange Weather

Ditzy, meanwhile, now had to contend with the griffon that Scootaloo had outwitted earlier. She fluttered erratically around the room, darting hither and thither in corkscrew patterns as the griffon soared after her as well as he was able in the enclosed space. The pegasus led him around the room, sending him smashing into a cluster of the few diners still standing. When none of them stirred, Ditzy let out a sigh of relief. The room was still once more, the icy-eyed attackers lying in various states of disarray around the room. "What just happened?" Sweetie asked, shaken.

"I don't know," Ditzy admitted, landing on the floor, face grim. "But I do know that whatever is behind this has my daughter, and Celestia help them if they've hurt her. Come on, we need to get back to the TARDIS, find my husband, and get Dinky and Apple Bloom."

She flew toward the door, but was taken by surprise when it flew open to reveal the head waitress, her blue eyes already trained on the pegasus. Ditzy didn't even have time to react before she found herself on the ground, a hoof pinning her to the floor. There was a flash of light, and the smell of electricity hung heavy in the air. The remaining ponies looked on in horror. "What do we do?" Rumble asked, panic rising in his voice.

There was some faint shifting from a pile of unconscious diners, and all eyes were suddenly trained on it. "I'm going to suggest running?" Scootaloo said, her voice a few octaves higher than normal.

There was another shift in the pile of bodies, and a cold blue eye stared out at them. They needed no further encouragement.

The storm raged over Timbucktoo, the pounding winds causing the towering skyscrapers to sway dangerously. Button, Scootaloo, Sweetie, and Rumble raced down the streets of the agora, the angry shouts of vendors and customers left in their wake.

* * *

~Hello, Apple Bloom.

The yellow mare blinked. She blinked again. Nope, her eyes were open. It was just too dark to make any difference. "Who's there?"

~A Doctor.

"A doctor who?"

There was a dry chuckle, or there wasn't, and Bloom realized that whatever it was that she was talking to had never actually spoken aloud. ~Exactly.

A light, brilliant and red and painful and bloody bloomed in the darkness, stabbing at her eyes, her mind, her everything. ~Later, the voice promised. ~Not today. But if you live… later.

She tried to reply, but she couldn't. Her whole body felt cold and hard, and she couldn't move or speak or see anything beyond a faint, dark silhouette against the bright red light and

Apple Bloom's ears were ringing. Her eyes fluttered briefly, then opened. She blinked once or twice— the world seemed to have gone grey and fuzzy. After a few moments, she deduced that either something had gone terribly wrong with her eyes or the world had, in fact gone grey and fuzzy. "Oh, good," came a familiar voice, filled with relief. "You're awake."

The earth pony lifted her head up— the ringing in her ears made it feel as though her brain had been stuffed with marshmallow— to see Ditzy standing over her, and the Doctor and Dinky in other parts of the room. "Wha' happened?" the filly muttered, holding a hoof to her head.

It appeared that the world had gone grey and fuzzy after all. The room looked as though it had been wallpapered with sheep. It wasn't cramped, exactly, but the other inhabitants looked as though they were trying to give her space. The grey pegasus smiled, embarrassed. "I just don't know what went wrong," she sighed. "Well. Yes I do, but that's not important right now."

Apple Bloom squinted at the mare. "...Ya hit me with lightnin', didn'tcha."

Ditzy winced. "Um. Oops?"

Bloom sighed. "Well, that don't really explain much more'n mah headache. Where are we? It looks like— like—" she searched for an accurate comparison. "Like a cloud," she finally decided.

"There's a very good reason for that," said the Doctor. "Namely, the fact that it is, in fact, a cloud."

Apple Bloom blinked. She nodded her head slowly. "Right…" she said. "So, this is a cloud."

"Yes."

"Floatin' miles 'n' miles above the ground?"

"Yep."

"Nothin' keepin' us up that we know 'bout?"

"No."

Apple Bloom nodded philosophically. "Ri'. Ah think Ah'm jest gonna start screamin' now, an' Ah ain't sure when Ah'm gonna stop."

Dinky quickly tackled her friend to the floor. "No," she said forcefully. "No screaming. Screaming means disturbances, which means the guards come by, which means dealing with the blue-eyed zombies again. Do you want that?"

Wide-eyed, Apple Bloom shook her head in the negative. "So don't scream," Dinky said flatly.

Carefully, she let her friend go. Apple Bloom took a few breaths to recover herself. "So, how come we ain't… y'know. Fallin'."

The Doctor sighed, running his screwdriver along the wall. "Good question. I'm not actually sure yet. Seems like the sort of thing that's best not to examine too thoroughly at present, so we don't… y'know."

"Fall to an untimely demise?" Dinky suggested. Apple Bloom let out a squeak of terror, and Ditzy gave her daughter an unamused glare. "Right, sorry."

"Nothing's been able to affect it. Not weather magic, nor earth pony or unicorn magic. It's very unusual, whatever it is. Dinky can't even teleport out."

"Not that I'd really want to," said the unicorn, shuddering. "I'd hate to overshoot."

"So what now?" Apple Bloom asked.

The Doctor sighed. "Now," he said, "We wait for something else to happen." He pulled out a book, and sat back. "Hm. Anyone know a five-letter word for 'spiral'?"

* * *

Scootaloo led the way through the bustling and busy bazaar back to their blue box. It was tough going, navigating through the throngs of ponies, gazelles, and other beings, but eventually they left the city limits— and stared in dismay when they saw the wind kicking up wild waves of sand in all directions. "You know," Button said, staring up at the clouds, "I'm no expert, but I really think this weather's a little unusual."

"Ya don't say," Rumble retorted, rolling his eyes.

Sweetie, on the other hoof, took Button's concerns a little more seriously. "You think it might have something to do with all that back at the restaurant?"

Button shrugged. "When dramatic music starts playing, you're probably about to get into a boss battle," he said seriously.

"You might have a point," Scootaloo agreed. "A geeky point, but still."

"Health or experience?" Sweetie joked, nudging Button in the side. He snorted with laughter for a second, but then choked and spat out sand.

"Okay," Rumble said, glancing around, eyes squeezed almost shut. "We don't have to go too far to get to the TARDIS. If we all keep our eyes closed, and stay in a line, I think we should be able to get there without too much trouble. I'll lead. 'Lane's been teaching me some weather magic, and if I can shift the wind right, I should be able to keep it out of my eyes..." he focused, slowly tilting his wings up and down. He spluttered, spitting out granules as a spray of sand hit him in the face. "Okay, maybe not," he grimaced, trying and failing to get all the sand out of his teeth.

"What if you blocked out the sand with your wings?" Scootaloo suggested. "Then whoever was behind you could see."

Rumble spread his wings out, glancing from side to side. He nodded. "That could work," he agreed. "Who wants to look for the TARDIS?"

There was a bit of shuffling. "I think Button has the best vision," Sweetie suggested.

"What about Scootaloo?" Button asked. "Pegasi have naturally good vision, right?"

Scootaloo made a 'so-so' gesture with her hoof. "On average, yeah, I guess," she agreed. "But I dunno. If Sweetie says you should be our eyes, I'm with her."

"Well, okay," Button said doubtfully.

Sweetie glanced at his stubby tail. "...I'll take up the rear," she said flatly, grabbing Scootaloo's longer tail in her mouth.

The pegasus grimaced. "If you cut the cheese, I swear to Celestia…"

"I won't!" Button protested.

Carefully, she clamped her teeth around the hairs at the very end of Button's tail.

"Come on," Rumble said shortly. "Let's go, before those creeps from the restaurant find us again."

An uproar erupted in the marketplace. "You just had to say that," Button groaned. Quickly, he bit the grey pegasus's tail. "Ow!" Rumble yelped.

"Srry," Button muttered. "Nw go, go!"

Lifting his wings, Rumble stepped outside the city bounds, closing his eyes against the blasting sand. Button had to squint to see properly, but so far, it seemed like the plan was working. He nudged his friend forward, and they all set out, single file. "D'you thnk th'll fllw us?" Sweetie struggled to enunciate.

Scootaloo merely shrugged, then realized that Sweetie couldn't see. "H'pe nt," she replied. Sweetie shuddered, and trotted along as quickly as she was able, eager to get into whatever cover the sandstorm could offer.


	6. Sandstorm

Button squinted through the curtains of sand that the storm raised on all sides. Rumble was good at keeping sand away, but that didn't help his visibility any. He saw shapes vaguely illustrated in the swirling, blasting sand, but nothing concrete, and nothing that looked like the TARDIS. It all looked the same out here, and Button's imagination— which his mother called 'prodigious' and his teachers called 'overactive'— wasn't helping in the slightest. Every movement was a zombie's hoof, swinging out to grab him. Each change in the wind's pitch was the victorious cry of a blue-eyed beast or the scream of Sweetie Belle as she was plucked out of line and spirited away. The fact that any of that was within the realm of possibility was unhelpful, to say the least.

Button shook his head, trying to clear it of distractions. "Hey!" Rumble said, turning to face him. "Leave my butt alone!"

"Srry." Button replied.

"I'm saving that for my special somepony, and, no offence dude, but you are not my type."

"Lss tlk, mre wlk!" Scootaloo grumbled.

"Shh!" Sweetie hissed.

"Yeh, shh," Scootaloo agreed. "Lke I sed—"

"Nn! I fink I hrd smthng!"

The group stood quietly for a moment. There was nothing except the howling of the wind. "Mebee nt…" Sweetie Belle said cautiously. But then, Rumble, who had finally been able to clear enough sand from his eyes to open them, saw a menacing silhouette moving towards them. "RUN!" he shouted, taking off.

Nopony needed telling twice. A clear scream of anger rang out across the desert plains. "K, Buttn? Nd t' fnd th' TRDIS. NW." Scootaloo said.

The colt scanned the curtains of sand, desperate for any sign of the big blue box. Through the howling wind, he heard the sound of a distant slapping sound, like something being buffeted in the wind. He glanced over to see if it was yet another terrifying blue-eyed zombie, but he saw no figures in the swirling sands. Wait. There was a faint, blinking light. It illuminated a silhouette of a box, and a sign being buffeted against its side in the wind. "Lft!" he shouted. "Trn lft!"

Rumble skittered for a moment, then changed directions. The sand was blowing differently now, and by tilting his head slightly, Button could clearly see three earth ponies stalking toward them. He looked forward once more, squinting against the sand. The box was plainly silhouetted now. They were nearly there— but wait a second. Three earth ponies. Four foals. Some strange sense tingled at the back of his brain, and he yanked hard on Rumble's tail. The colt yelped, but at that moment, a fourth earth pony sprang out, landing right where the pegasus would have been. Button pulled around the stallion as he struggled to readjust, all but pulling Rumble along by his tail. The sand was blasting into his eyes, almost blinding him, but he could hear something banging in the wind against the wooden exterior of the TARDIS. He ran at it headlong, tears streaming from his eyes. The blue-eyed ponies were almost upon them, now, he could feel their cold presence at the back of his neck—

He slammed through the TARDIS doors, the others pulled along behind him. The doors slammed shut, and with eyes still streaming, Button pulled aside a nearby chair, knocking the stuffed panda off of it in the process, and braced it against the door. The others sat in various states of disarray around the room. Rumble was tenderly rubbing the base of his tail. Scootaloo was trying to fluff the sand out of her feathers. Sweetie was just sitting, dazed, in the center of the room, her normally near-pristine coat now more off-white than on. Button stared at the doors. There was a brief banging from outside, but it quickly wore down. The colt's shoulders sagged and he let out a breath he hadn't even realized he was holding.

"Good job," Sweetie said, weakly smiling. "Well done, Button."

"Yes, yes, good job everypony," Rumble grumbled, "but now what do we do? We don't know where the Doctor is, or where Ditzy, Dinky, and Bloom are. We can't leave the TARDIS, or those _things_ will get us. We also can't just leave in the TARDIS because none of us know how it works!"

"We stay here," Button said. "We're safe here, right? The Doctor will come back eventually, and then we can tell him what happened-"

"Unless the Doctor's been taken, too," Sweetie worried.

"Oh," said Button.

"Actually," Scootaloo said, "I was watching the Doctor fly it, and it looked… pretty easy. And he told us where all the flight controls are. I bet we could do it, too."

Sweetie gasped. "But we can't just leave! What about everypony else? Not just our friends, but Timbucktoo! We have to find a way to stop the blue-eyes!"

"Not our problem," Scootaloo returned. "I say we find Apple Bloom and everypony else, then get the Tartarus out of here."

"No," Rumble said. "Maybe it isn't our problem, but we can't just let those guys run free. We need to stop them. What if they decide to invade Equestria?"

Scootaloo looked as though she were about to object, but deflated. "Alright," she agreed grudgingly. "But we still need to find everypony else, first."

"Agreed," said Button, walking over to the control panel. "But where are they?"

Rumble sighed. "Well, we won't find an answer in here."

"I wouldn't be so sure about that," said Sweetie, staring at a viewscreen on the far side of the console. It seemed to be tracking the storm front as it approached. "Button, what did you say earlier about the storm?"

"...Well, it's probably connected to the blue-eyes," the colt said, frowning. "I mean, I don't know how, but it's a bit of a coincidence if it just happened to be today that both the storm and the zombies came to town…"

Sweetie tapped at the monitor. "These clouds seem awfully important," she said.

"And earlier, remember, Dash said that they were harder to control than usual," Scootaloo agreed. Suddenly she froze, struck by a thought. "Oh, Celestia, that means they're probably already in Equestria!"

Rumble frowned, thoughtful. "So… the clouds are behind all this?"

"Or there's somepony behind both the clouds and the zombies," Sweetie agreed. "Either way, we should probably investigate."

Rumble nodded. "Okay," he said slowly. "I guess that makes sense. But who's going to get us up there?"

Scootaloo reached for the controls, grabbing ahold of an orange switch. "Rumble, unhook that wheel," she said, nodding at the panel to her left.

When the grey pegasus had done so, Scootaloo flipped the switch upwards. The TARDIS flew up through the air at speeds well in excess of the reasonable. Four shrieks of absolute terror echoed around the console room as Scootaloo tried desperately to slow down. When the box stabilized, Sweetie Belle was twitching on the ground, Button had his forehooves tightly wrapped around a catwalk and his eyes closed as he rocked back and forth in the corner, and Rumble was hugging so tightly to a railing that his legs were white with the strain. Scootaloo, who was looking slightly green, gently settled the switch into standby position. "Right. Okee-dokee. I'm just gonna…" she stumbled over to a corner, and sat down in a heap, staring blankly into space.

Rumble uncurled himself first. "Okay," he said, only the faintest of tremors in his voice. "So how do we fly this thing where we want to go?"

Silence reigned. He turned to Scootaloo. "Scoots? How do we control this thing?"

She blinked momentarily. "Joystick. Silver. Purple button on top."

Rumble nodded, searching the console for the correct instrument. When he found it, he stopped and stared. "Wow. You really meant it when you said it was a joystick."

It was the sort of thing found on the controls of an arcade game, a claw machine perhaps. More to the point, it was the sort of control that Button Mash would absolutely dominate. "Button?" Rumble asked gently.

"Hnn… Mummy?" Button asked, still staring into nothing.

Rumble sighed. "No. Not mummy. Rumble."

Button looked blankly at his friend. "Rumble?"

"Yes?"

"I want my mom."

Rumble groaned. "Button. Get up. I need you to fly the TARDIS."

Button blinked. "Huh? Me? But I—"

"Sure you can. Look, it's just a joystick," Rumble said, nudging the other colt to his hooves. "I'm sure you'll be great."

Button looked at the joystick dubiously. "Well… No, no. You do it. I wouldn't have any idea how to fly."

"Button," Rumble tried again, "Come on, dude. You're great at video games, right? Well this is—"

"Real life," Button said firmly. "Not a video game. Much as ponies might think otherwise, I know the difference, and I know which one I can actually do. You fly."

With that, he pulled out his GameColt, and went over to sit by Sweetie Belle. The pegasus almost went after him, but instead just sighed, squaring his shoulders. "Right," he grumbled. "Leave me on my own. Why not? Everypony else always does." He pulled the monitor towards him and glared at it, flying the box back toward the city.


	7. Storm Brewing

The Doctor and Ditzy had managed to work their way through most of three crosswords when a steady footfall from down the corridor caught the attention of everypony in the cell. The Doctor only glanced up for a moment before going back to writing in the puzzle book. The clouds parted to reveal a pair of blue-eyed earth ponies with grey coats. They marched into the cell. One held a hoof up pointing at the Doctor. "Ooh," he said brightly, "Are we playing charades? I love charades! Go on, how many words? And, you know, you really aren't allowed to point—"

"Pocket," Ditzy whispered, "I don't think this is really the right time."

"Nonsense," he scoffed. "There's always time for charades." He turned back to the stoic pair of ponies. "I always say, if you're at a party and they won't play charades, you should really just _leave_. Don't you agree?"

The two ponies marched closer. "Ah. Okay. I'm guessing… Run? Go? Move?"

Apple Bloom straightened up. "Th' door!" she hissed to Dinky. "They ain't closed the door!"

Dinky's eyes widened as she realized what the Doctor was hinting. "Come on," she whispered. "We don't have much time…"

"March?" the Doctor suggested as the duo grabbed him firmly. The two young mares slipped out of the opening, and he relaxed. "Ah. I have it now. It's 'come', isn't it?"

The identical guards dragged him from the room. "No? Leave? Exit?" Ditzy heard him guess before the doorway closed once more, sealing her away in the cell once more. Alone. She sighed, and slumped back against the wall. Suddenly, she felt something against her back. Surprised, she turned around to see the book of crosswords lying on the floor. She smiled. At least she wouldn't be bored. She opened it up to the page that appeared to have been bookmarked by a pen. Much to her surprise, however, not a pen but the sonic screwdriver rolled out of the book. She looked back at the crossword. Scrawled hastily over it was a message.  
_Ditzy. Wait until the girls are out of range. Point the screwdriver straight down, and get ready to fly. Good luck. -T.T._

Ditzy looked at the screwdriver with a critical eye. "Range?" she wondered. "What is this thing's range?"

She glanced behind her. The fillies had to be far enough away by now, right? Taking a deep breath, she set the crosswords aside, inserted the little tool as far into the fluffy floor as she could, and activated it. There was a brief buzzing and a blue light and then Ditzy was falling through the rain and cold, the floor having dissolved under her hooves. She managed to catch herself, zipping back up to nearly cloud height. Squinting against the wind, she thought she saw a movement out on the horizon, a little light that seemed to dance across the sky.

Down below, the traders and salesponies of Timbucktoo looked up in shock as rain began to patter down, tapping at windows and roofs and awnings. In the distance, the wind began to howl like a hunting horn.

* * *

Rumble was a careful pilot, slow and steady. The TARDIS shook a little as he piloted it with unsteady hooves. "Gah!" he growled as the controls slipped away from him once more.

Sweetie Belle, meanwhile, had recovered enough to watch Button play his video games, making impressed-sounding noises each time he unlocked another achievement. Scootaloo stood against a panel on the opposite side of the console, carefully maintaining their altitude. Both pegasi were watching monitors which showed the outside world. Suddenly, Scootaloo started. "What's that?" she asked, squinting at her screen. Button and Sweetie looked up. Rumble peered closely at his screen as well. "It looks like a pegasus…" he said slowly.

"Blue eyes?" Button asked, eyebrows furrowing in concern as he rose to his hooves.

"Too soon to tell," Scootaloo replied, looking closer. "Though actually… Rumble, I think that's Ditzy!"

"You're right!" the colt agreed, looking closer. "Sweetie, get the door!"

The unicorn levitated the chair to one side and swung the doors wide. Moments later, a bedraggled grey pegasus flapped in. "Oh, thank the Sisters," she gasped. "I don't know how much longer I could have stayed in the air like that."

"I'll get a towel," Button volunteered, running down a hallway.

"What happened?" Scootaloo asked.

Ditzy sat down in the nearest chair. "We were stuck in a cloud bank," she explained. "I don't know how, but it was thick enough to allow anypony to walk on, and completely impervious to magic. I had to use this to escape." She held up the sonic. "New model. Very nice." she said absently.

"What about the others?" Sweetie asked anxiously.

"Dinky and Apple Bloom escaped," Ditzy explained, "But they took the Doctor away, and I don't know where or why. Oh, thank you, Button."

The last was added on as the colt draped a striped towel across her sodden wings.

Scootaloo sighed, turning back to her monitor. "So. If we can't get in and they can't get out, how are we going to rescue them?"

Ditzy looked up. "Whoever said we couldn't get in?" she asked with a grin, holding the screwdriver aloft once more.

* * *

The identical guards dragged the Doctor backwards along the floor. He considered objecting to this, but he doubted it would make any headway. Anyway, the cloud was quite soft and malleable, rather like being dragged over a sponge cake. Mmm, sponge cake. He wished that he'd not been abducted right before lunch. Never did to get dragged through dungeons or go fighting alien menaces without a bit of a snack first. He would've settled for chips. Or a muffin. He realized that while he was pondering his lunch, the guards had come to a halt. He glanced at each of them for a moment. Neither of them spoke. _Quelle surprise_, he thought, rolling his eyes. "Not much for conversation, are you?" he asked.

Much to his surprise, they actually turned their heads to look at him. They smiled identical unpleasant smiles. Suddenly, the Doctor found himself flat on the floor. When he pulled himself back to his hooves, the guards were gone.

"Huh," he said, scratching the back of his head. He turned around. He had been left at the doorway of a large, rather extravagant room. On either side of the doorway, fountains sprayed beautiful formations into the air. Cloud pillars supported an arched ceiling across which lightning danced and skittered. Statues of various beings adorned the room. Despite the beauty, however, the Doctor was rather more struck by the terrible nature of the room. The fountains were frozen, water turned to ice. The lightning overhead struck far too often for comfort, and the statues all appeared to be experiencing various forms of torture, judging by their expressions.

Walking through the room, the Doctor shuddered from the cold. But there was something else, too, some nagging feeling… What was it?

Fear, he realized. Pure, blind fear, being pumped through his mind as though from a hose. He shook himself sharply. Why was he afraid? He didn't even know what he was facing yet. It was deeply unlike him to feel this way at this stage of the game. Unless… "Emotional manipulation," he said to the room at large. "Very impressive, well done. Almost didn't spot it."

No reply. "You're not a big talker either, I see," said the Doctor, looking around for the source of the manipulation. He trotted up a set of steps, humming to himself as he went. "Oh… _whenever I feel afraid, I hold my head erect, and whistle a happy tune so no-one will suspect I'm afraid…_" he sang, half to himself. "Hah! Julie Andrews, what a brilliant woman."

Mounting the top of the steps, his smile died on his lips, fading into a look of sheer astonishment, and more than a little fear. "No," he whispered. "It can't be!"

For there, sitting in a glass case, was the Crystal Heart, pumping out fear and sorrow across the room and beyond.


	8. Venting Rage

It took the Doctor a moment to register a few things. Firstly, he realized that the actual Crystal Heart was not, in fact, vaguely greyish (as was this one), but blue.

The second thing he noticed, although somewhat less important, was that the case was made of ice, not glass.

The third thing that he realized was that there was somepony standing right behind him.

He spun around. Another grey earth pony stood on the stairs blue eyes unblinkingly fixed on the Doctor. The Time Lord let out a mild sigh of annoyance. "Oh, it's you again," he said.

Then, the pony did something the Doctor hadn't expected. He spoke. "So you do remember," he said, dead blue eyes meeting the Doctor's. "I was beginning to think you'd forgotten me."

The Doctor stared. "Since when can you talk?" he asked.

The grey pony gave a cultured chuckle. "Surely you haven't mistaken me for my retinue, Doctor? We are not terribly distinct, I admit… Nevertheless, it's hardly mannerly."

"Ah, yes," said the Doctor, recovering himself. "My apologies, of course. Really, how long has it been? One loses track so…"

The grey stallion's smile twisted into a grimace. "Not nearly long enough," he growled. "Less than a century, whereas I would prefer more than an eternity. Although, so long as we're catching up on old times, let's see if you can remember what all this is about."

He turned, gesturing all around the room. "The storm shall spread, from pole to icy pole, resonating with the anguish of those below. But you make no remark?"

"Er," said the Doctor. "Could you be a little more specific?"

"Hm! Very well. I shall tell you how long I have prepared for this moment, Doctor. Three thousand. Five hundred. Seventy-two years. Three months, four days." He looked up at the Doctor. "It was twenty past eight in the evening."

"Ah."

"I was going to rule this world," he said distantly. "Start with the Crystal Empire, of course. I do love the cold. From there… work my way down. Freeze Canterlot, see if that puts paid to the sun and moon. If it does, so much the better. If not, move along."

He looked up at the Doctor. "But then… you. You, you, always you." His face was contorted into a grimace. "No matter how many times I tried, you never died! Not on Christmas, not in Tibet, not even in the Underground!"

The Doctor's eyes widened in recognition. "The Great Intelligence," he muttered. "Of course…"

The grey stallion paid him no mind. "Well, naturally, that couldn't stand," he continued. "So I gradually realized that the only way of stopping you was to throw myself into your timestream, corrupting all your victories into defeats, annihilating you utterly from history."

"You WHAT?"

"But still you lived! Even after I had destroyed myself, you lived on in defiance of me!" the other snarled, his composed and cultured face twisting into a mask of rage.

"Um," said the Doctor. "Can we go back to how you threw yourself into my—"

"But that was not the worst of it!" the Intelligence snapped. "As I was floating in the timestream, blissfully unaware of anything— particularly not your continued existence— _your TARDIS_ comes along to pull me into THIS benightedly cheerful dimension. It took me _centuries_ to find any suitable vessel for my plans, and when I did? Who turns up to stop me? Oh, yes, you. Again. Shattering my Heart of Despair, destroying my vessel, an imbecilic little smirk on your furry blue face, your leathery bat wings beating like a slap to the face as you annihilated my aspirations!"

"Blue… bat wings? A thestral?" the Doctor asked blankly. "I've never been a blue bat-pony."

"But now, after all these millennia, I have reassembled my prize! I have painstakingly located every last shard of crystal and put it back together except for one last piece." He glared at the Doctor. "Give it to me," he demanded. "Give it to me or I will kill you slowly and painfully. GIVE! ME! THE! CRYSTAL!"

The Doctor coughed. "Um." he said. "Not sure how to tell you this, mate, but… you're early."

The look on the grey stallion's face brought new meaning to the word "blank". "I'm… early?" he repeated.

"Yeeeaaahhh, I've… I've never been to the Crystal Empire at that point in its history. Also, I've never been a blue bat-pony. I've been blue, and I've been a thestral, but… never at the same time."

The Intelligence looked rather like a foal told that Nightmare Night and Hearth's Warming Eve had been replaced with dentist appointments and math exams. "I'm… early?" he whispered. "You mean… you _don't_ have the last fragment of the Heart of Despair?"

"Never even heard of it before today," the Doctor said.

The Intelligence sat down rather heavily on the stairs. "Without even trying," he said. "Without even trying, you foil me, Doctor."

"Er," the Doctor said.

The Intelligence giggled, turning to look at him. "I'm _early_!" he gasped, choking on barely controlled laughter.

"Yes, as I said before—"

The laughter stopped. "And you, Doctor, are about to be _late_," it roared, eyes flashing.

"Ah," said the Doctor, just before he was flash frozen.

* * *

Apple Bloom and Dinky trotted through the cloud corridors. "What are we even doing?" Apple Bloom asked.

"Escaping, I guess," Dinky replied.

"Right, right, Ah got that part, but how? Ah mean, we're still, what, a few hunnerd feet up?"

Dinky stopped in her tracks. "Oh," she said. "Yeah. Good point." She sat down. Apple Bloom sat next to her.

"Mebee there's some kind o' control room?" the yellow filly suggested. There was a rumble of thunder in the distance, followed by a flash of lightning that lit up the corridor..

"What kind of cloud has a control room?"

"What kind o' cloud has a prison cell?"

"...Okay, fair."

"Come t' that, what kind o' cloud has a teleport?"

Dinky frowned. "Come again?"

Apple Bloom shrugged. "Well, Ah figgered that's how we got up here, right? Some kinda fancy alien teleporter?"

Dinky's mouth moved slowly. A flash of lightning illuminated the hallway behind them. She blinked. "Stupid, stupid, stupid!" she shouted, springing to her hooves. Apple Bloom looked offended.

"Not you, me! I never even thought about a long-range teleport, but there has to be one! Something that got us and the blue-eyes up here!"

Apple Bloom hopped up. "So, how do we find it? What's it look like?"

Dinky's face fell. "I... have no idea," she admitted, sitting back down. "Anyway, I don't think there can be a proper sort of teleporter. Otherwise, whatever's in charge of this place would just have… picked us up, without all the business of the blue-eyes."

"Shoot," sighed Bloom. "An' Ah was so sure Ah had it."

"You do bring up a good point, though," Dinky added. "How did we get up here? All I remember is getting grabbed by a blue-eyes, then a flash, then getting thrown in the cell with the Doctor."

"Mebee the blue-eyes can do a long-range teleport by themselves," Bloom suggested.

Dinky laughed for a moment, then stopped, stricken. "Oh. Oh, no."

"What?"

Dinky looked up at her friend. "The blue-eyes can teleport," she whispered. "And there's a lightning strike. Like the one… just...down… the hallway." The girls looked back, only to see a massive minotaur looming over them, his blue eyes cold and dead. They screamed and rolled aside as a pair of fists slammed down where they had been sitting. Dinky ran up one end of the corridor, and Apple Bloom scurried down the other. The minotaur look first one way, then the other. After a moment, he gave chase after Bloom, running on silent hooves. Herbert the gazelle waiter appeared in a flash and boom a moment afterwards and leapt after Dinky. The chase was on.


	9. Thunderbolts and Lightning

The Intelligence grinned at the Doctor-sicle that stood before him. "What's this? No clever quips? No jibes? Oh, come now, I know you're still alive in there. Given your Time Lord resilience, I've no doubt you could stay alive for quite some time yet."

He smiled, and his teeth were the blizzards of the frozen wastes and his eyes the deepest reaches of space. "Which is why I'm going to kill you faster."

He walked around the Doctor, admiring his work. A thin layer of ice surrounded the Time Lord. He was still quite aware, of course. The Intelligence had made sure of that. Yes, the Doctor could stay alive indefinitely in there, barring accidents. Barring the Intelligence. "I can't have you dying slowly, you see. You'll just escape. You'll find some clever way to melt the ice, or shatter it, or else one of your companions will come save you. Therefore, I must kill you quickly."

With a wave of his hoof, a section of the floor near the Doctor floated away and dissipated in the breeze. "It will cause a paradox, of course. I can't kill you now, because your future self won't be around to stop me in the past. The thing is, I don't care." He smiled once more. "I have been around since before your people were even a twinkle in the primordial soup, and I will be there to dance on the universe's grave. Time is little more than a nuisance to me as it is. Besides, Hecuba throws terrible dinner parties, as I believe you already know."

He looked down at the hole he had created. "So, all things considered, it is only logical to send you splat."

He peered a little closer at the hole, frowning. "Ah! You see, Doctor? Already, your cavalry rides to the rescue!" He pointed at the TARDIS, gently spinning just below the cloud layer, but moving steadily closer to the hole. "Let's just see about that," he said, stomping the cloud beneath him.

A bolt of lightning shot out and struck the TARDIS dead on. The Doctor let out a faint moan of horror as the box began to drop. "As for you…" the Intelligence continued, reaching to touch the small of the Doctor's back, "...Bye!"

He shoved heartily, pushing the frozen Gallifreyan over the precipice and down, down, down to the ground far below.

The Doctor tried to scream as he plummeted toward the ground, but all that came out was a terrified croak, his vocal cords as frozen as the rest of him.

* * *

Rumble and Scootaloo both let out simultaneous cries of pain as electricity suddenly shot through the controls. Though the orange pegasus was blown backwards almost immediately, Rumble stayed grasping onto the joystick as though affixed to it before slumping down to the ground. Almost immediately, the others were checking over their fallen friends. "Scoots is alright," Sweetie reported in relief.

"So's Rumble," Ditzy reported.

The colt's eyes fluttered briefly. "Nnn. No. No vase. Vase bad." He twitched once, and fell back into Ditzy's hooves.

"Uh, guys? Not to bring anypony down, but I think we're crashing," Button said. Ditzy and Sweetie froze.

"Okay," Sweetie said, panicked, racing to the controls, "I think Scootaloo was using… this one? No, this one! Maybe…"

"The one on the left," Button blurted. Sweetie grabbed at it and tilted up. The control room bounced as the TARDIS rocketed back up. Everypony let out a sigh of relief.

Suddenly, Sweetie frowned. "Hey, what's that?" she pointed to an object that fell past suddenly, pushed out of the hole.

"It looked like a pony…" Button said. Suddenly his eyes widened. "Quick! Sweetie, take us down, fast!"

The unicorn slammed down hard on the altitude controls, sending the TARDIS hurtling toward the ground. It approached the level of the falling object, and Ditzy gasped. "It is a pony! That's Pocket!"

Button glanced around wildly. "Ditzy, do you know how to fly this thing?"

"No!" she cried. "I tried, but I can't! It's too different from pegasus flight!"

"Sweetie?" Button tried.

She stared at him incredulously. "I'm a little busy right now! You do it!"

"What if I mess up?"

"You won't! You have a joystick and a screen, this is your time to shine right now!"

Button swallowed hard. Then, setting his face into a stern mask, he grasped the controller in his hooves. "Take us down faster," he ordered.

Sweetie snorted. "Like you need to tell me twice," she replied, pushing down even harder on the altitude switch.

The blue box rocketed past the Doctor. Glancing up at the small screen, Button played the controller like a concert pianist on opening night. "Shoot," he growled, "How do we tilt this thing? If we catch him like this, he'll die as surely as if he hits the ground."

"Um," said Sweetie, glancing over her instrument panel. "I— let's try— I don't—"

"Sweetie!" Button said. "You trust me, right?"

"Yes!"

"Well, I trust you too! Take your pick!"

"Uhh," Sweetie said, right hoof nervously fluttering over switches. "Eenie, meenie, miney… this one," she said, pushing down on the switch that mirrored the altitude control.

The box tilted… but the wrong way. Hurriedly, Sweetie yanked it back up. "Woohoo! Go Sweetie!" Button cheered.

Ditzy was, meanwhile, closely monitoring a series of displays on another panel. "We're almost at the ground!" she warned. Button licked his lips nervously, watching the view from his monitor. "Right. No change in interior gravity, good, that means…" he pushed up on the joystick ever so slightly, maneuvering the TARDIS into just the right position. Then he paused. "The door!" he shouted, "It's still closed!"

Sweetie Belle glanced over. To her horror, Button was right. "I got it!" she cried. With a flash of green magic, the doors flew open.

"Now let go of the controls!" Button instructed.

Sweetie leapt back as though the switch had burned her. The TARDIS suddenly came to a halt in midair. The Doctor fell through the door only a few inches above the threshold, and crashed, skidding against the floor. Pieces of ice flew across the floor as the coating shattered off of the Time Lord's body. "Pocket?" Ditzy asked, worried. "Are you okay?"

The Doctor pushed himself up. "... Yes. Yes, I think I am!" he said in mild surprise. He looked up at his wife. "Are you okay?"

"Yep!"

"Everypony else okay?"

"Scoots and Rumble got shocked, but they'll be okay," Sweetie replied.

"Then yes, I think I'm fine as well," the Doctor said, before sneezing loudly. "Apart from having caught a bit of a chill."

Suddenly he glanced around sharply. "Where are Dinky and Apple Bloom?" he demanded.

Ditzy stared. "You mean, you don't know? I thought you had a plan!"

"Yes! The plan was to get you out so you could bring in the TARDIS and save the rest of us! Well done, by the way, just in time."

"Actually, it wasn't me," Ditzy said. "You know I can't fly this box— sorry, ship. It was the kids!"

The Doctor looked at the foals, incredulous. "What? But— but— the TARDIS is a highly complex— I mean— that's impossible!"

"You're welcome," Sweetie said, raising an eyebrow.

"What? Oh yes. You've all done very well, good job. But we aren't done here just yet." He glanced between Sweetie and Button. "Can you keep her flying steady?"

The two foals looked at each other. Button grinned. "I think we can about manage that, yeah," he said. "Sweetie?"

"Going up!" she said, pulling up on the altitude controller, and the TARDIS roared toward the clouds.


	10. Take the World by Storm

The Intelligence had closed the hole in the clouds as soon as the Doctor had fallen through, sighing in relief. "At last," it said to no one in particular, "I am rid of that meddlesome Time Lord once and for all!"

It giggled to itself for a moment, then caught itself and stopped. Giggling to oneself was a sure sign of madness if ever there was one, and the Intelligence was NOT insane. It was cool, and calm and—

"WHAT do you want?" he snarled at the servant that had quietly appeared behind him as he was thinking.

The blue-eyes stared at him, unblinking. The Intelligence breathed in sharply. "Intruders…" he mused. His eyes glinted with a sort of feral madness. "Fetch them here."

* * *

"Right," the Doctor muttered, flipping a few switches on a side panel. "That should do just fine, if… Ditzy, could I have my sonic back, please?"

"Hm? Oh!" The pegasus pulled the device out of her mane, where she'd absentmindedly stuck it with several pens and pencils.

"Thank you," the Doctor said, inserting the screwdriver into a hole in the console.

"What is this?" Ditzy asked, gesturing to the screen and array of instruments on the panel.

"Sonic field generator," the Doctor explained. "The TARDIS has a sort of force field surrounding it, helps to keep air in, basically keeps it from harm. If I can alter the frequency, I can turn it into a sort of battering ram, smashing apart the clouds."

Ditzy frowned. "Won't that interfere with how useful it is as an actual force field?"

"Well… yes," the Doctor admitted, turning to face the pegasus. "It won't do much against anything that isn't cloudstuff. On the other hoof, the old girl's pretty tough all on her own— the entire Minotaur army couldn't get through those doors, and believe me, they've tried. We should be fine."

Ditzy looked at him, dubious. "I don't know," she said hesitantly.

"It's the only way we've got to get through those clouds," the Doctor said.

"I know…"

"Ready?" Button called.

The Doctor flipped one final switch. "Sweetie Belle?"

The unicorn nodded, and raised the altitude control switch. As they rose, the cloud above them dissipated into nothingness. They were in.

* * *

Dinky was running as fast as her hooves would carry her. She could hear no signs of pursuit, but that didn't mean anything— the blue-eyes made no noise, and the cloud floor didn't make any sound under either her hoofbeats or those of her pursuer. She glanced over her shoulder. No one was there. She lessened her gallop to a quick trot, then a full stop, pressing herself into a doorway. She peered out into the hallway. Nothing. She allowed herself to slump against the wall for a moment, her breaths coming in short, labored gasps as thunder rumbled in the distance.

Never again, she swore, would she goof off in PE, especially not on a running day. Once she had rested herself sufficiently, she poked her head out of her hiding place once more. Still no sign of her pursuer. She took a few hesitant steps out into the hall. Had she lost him? There was the sudden flash of a lightning bolt and Dinky jumped, heart pounding.

She let out a long, slow breath. Nothing wrong with a little lightning— her mother had worked with thunderheads for years back in college, and she'd been fine. She'd been… more or less fine, apart from a couple of hospital visits and some vision problems. Dinky shook herself. Hold on. Wasn't there meant to be a clap of thunder after a lightning bolt? She paused for a moment, but that was all it took. The gazelle had already teleported in behind her. For the second time that day, she was dragged into the air, tail-first, screaming loudly.

* * *

Button struggled to maneuver the TARDIS through the halls, always staying far enough away from the walls to keep them from dissolving and revealing the box to anyone- or anything- that might be on the other side. The Doctor was carefully monitoring what he called "fluctuations in the resonance patterns of surrounding materials" which, the colt guessed, meant checking his screwdriver every three seconds to see if it needed adjusting. Ditzy was checking for any signs of life, and Sweetie was holding the altitude steady. Scootaloo, meanwhile, had recovered enough from the electric shock to sit up and keep an eye on Rumble, who was fidgeting in his sleep. The filly patted his head awkwardly as the colt twitched and rolled over, an expression of fear on his face. "There… there?" she said, without much conviction.

The grey colt's response was to wrap his forehooves tightly around the filly's chest, whimpering slightly in his sleep. Scootaloo coughed. "Well, this isn't at all weird," she muttered.

Suddenly, Ditzy leaned closer to her monitor. "I've got something!"

Button looked up. "Where?"

"Whatever it is, it's coming down the— no, wait. I've got two signals. The second one's a lot fainter…"

"A blue-eyes?" Sweetie guessed.

"Must be," Ditzy agreed. "But that must mean it's chasing one of the girls!"

"Right," the Doctor said, peering over his wife's shoulder. "Looks like they're coming straight for us, Button, when I give the word, push up on that purple switch on the far left, that's the door control."

The colt glanced toward where the Doctor was pointing. "This one?"

"That's the pause control."

"This one?"

"NO! Not that one, that's the H.A.D.S., don't touch it. The other purple switch, hurry!"

Sweetie Belle sighed. "I'll get it," she said, magically swinging the doors open once more. Apple Bloom could now be seen barrelling down the hallway, a minotaur on her tail and catching up fast.

"She's not going to make it," the Doctor gasped. "The minotaur will catch her first!"

Button frowned, then suddenly pushed his joystick forwards. The TARDIS rocketed toward the filly and the minotaur. "Bloom! Jump!" Button shouted.

The earth pony nodded once, then leapt forwards, ready to meet the ship.

"Sweetie! As soon as she's in, dive," Button said.

"Got it."

With a thump, a thoroughly winded Apple Bloom landed, rolling across the floor of the control room. Sweetie smashed down on the altitude control, sending the blue box down through the clouds, the minotaur's hoof snatching at nothing but empty air as the TARDIS soared to freedom.

Immediately, Sweetie rushed to her friend's side. "Apple Bloom! Are you okay?"

The farmpony looked up, eyes distant. "That," she said, "Was. Th' coolest. Thing. Ever." She looked over at Button. "Thanks fer th' lift," she said, grinning weakly.

The colt smiled back. "Anytime," he said.

The Doctor stomped over to the console. "That one!" he said, pointing firmly at an instrument. "That's the door switch!"

"Kids? Not to interrupt, but we still need to get my daughter back," Ditzy said.

"Right," Sweetie said, trotting back to the console.

Button swiftly maneuvered them along the bottom of the cloud, away from the minotaur. He looked over at Sweetie. "Think this looks like a good place?" he asked.

She stared at him, one eyebrow raised. "It all looks the same."

"Well, yeah, but- forget it. Just take us up, please."

The TARDIS rose, and the clouds parted once more. This time, though, the clouds reformed back under them as they passed through the cloud layer. "Uh-oh," the Doctor said, looking worriedly at his screwdriver.

"Pocket? What's uh-oh? I don't like uh-ohs. Especially not when Dinky is in danger."

He looked up, fear in his eyes. "The structure of the cloud has been changed so that this frequency doesn't affect it. We're trapped."


	11. Stormchasers

There was a long moment of silence. Eventually, Sweetie spoke up with false cheer. "Well, at least we're stuck _inside_ the cloud, right? That's where we wanted to be anyway."

"True," the Doctor agreed, relaxing slightly. "Besides, just give me a moment and I can work out the new frequency, shouldn't take too long at all…"

Just then, the monitors flickered for a moment. When they refocused, a new image had appeared on their screens. An image of a scowling grey earth pony with eyes as blue and calm as the center of a hurricane. "Doctor. You live, once again."

The Doctor turned to face the nearest monitor. "...Yeeeaaahhh, sorry about that. It's sort of gotten to be a habit of mine," he said, warily watching the simulacrum stallion's face. Much to his surprise, the Intelligence smiled.

"True, true," it agreed, almost laconic. "So too with me. Habits like that are very hard to break, you know."

"...Yes?"

"But it can be done with strong enough incentive from, for instance… a family member."

The Doctor's face hardened. "What did you do?" he demanded. "Where is my daughter?"

"Fear not, Doctor. I've not harmed your precocious brat. Yet." It gestured to one side, and the camera panned to reveal Dinky, shouting and struggling against the powerful grip of a kangaroo, biting down on her arms and kicking her in the pouch as often as she could, all to no avail.

The Intelligence's voice continued from off-camera. "I've already thrown one of you to the earth. I intend to see one or the other of you strike home in the next five minutes. Just step out of your TARDIS, and your runt and everypony else can go free. I'll even leave the planet. All I really want," it concluded as the scene panned back toward its face, "is your death."

The picture cut out. The Doctor took a deep breath and let it out. He looked up at his wife. "I—" he began.

"No." she said flatly.

"—what?"

"I am not going to let you go out there. That pony's a nut! As soon as you're dead, he'll take out Dinky too, then all the rest of us! We have to go save her, without trying to make some kind of idiotic sacrifice."

"...Ah," said the Doctor, rubbing the back of his head."...Actually, that's exactly what I was going to say, so yes. Great plan."

"Oh."

Button raised a hoof. "How do we do that exactly?"

The Doctor smiled. "Tell me, have you ever played Pac-Man?"

"Uh..."

"Pac-Mule," Ditzy corrected.

"Oh! Oh..." Button grinned. Scootaloo got up and took Sweetie's place at the console, a fire in her eyes that might have been best described as maniacal.

"Game on," she said, flipping up the altitude lock

* * *

The TARDIS screamed down the hallway, all pretense at subterfuge left behind. The blue-eyes were sent flying as the blue box smashed into them. "WOOHOO!" Button cried, steering the ship around hairpin turns and tight corners. Sweetie Belle had retired to the back of the room, clutching at her mouth as she fought back her motion sickness. Scootaloo was clinging to the console for dear life, yelling in equal parts fear and joy.

Ditzy was frantically trying to retain her balance and keep an eye on the monitor at the same time, and the Doctor was readjusting the sonic field, modulating the frequency as steadily as he could. At random points, the cloud layers burst into vapor as the Time Lord overshot his mark on the screwdriver.

"Faster," Ditzy urged, "We only have two minutes!"

Button, meanwhile, was dancing. He treated the console like it was an extension of his own body, barely even glancing away from the screen. He slammed blue-eyes into the walls like bowling pins, and all the while the TARDIS console seemed to glow with a brilliant golden light that sparkled in his eyes.

Scootaloo ran an eye over her own controls. "Faster, faster, what looks like it would make this go faster?" she mused, running a hoof over the dark, varnished wood of the panel. Her eyes fell on an orange sliding switch which had a triangle next to it. At present, the switch sat at the narrow end of the scale. Carefully, the filly nudged it up a quarter of the way. Suddenly, the TARDIS slammed into a wall, careening down another hallway at breakneck speed. "WOO!" the pegasus shouted, a wild grin on her face. "Hey, Doctor, how fast can this thing go?"

The Doctor didn't even glance up. "Fast," he said. "Very fast. It could probably break the sound barrier, with enough time to accelerate." He paused. "This is probably fast enough," he added, a slight note of concern in his voice.

"Aw," Scootaloo sighed.

"We're nearly there!" Button said, staring at the screen.

"There's only one minute left!" Ditzy shouted.

The ship zigzagged through the maze of clouds, the crew desperate to save Dinky.

* * *

Dinky, meanwhile, was staring down, down, down through the clouds. The kangaroo still held her tight in her grasp at the cusp of a very, very long fall indeed. The Intelligence, meanwhile, sat across from them both, staring at a fob watch. "You're running out of time," it said. "Time to see how much daddy dearest really loves you, hm?"

Dinky scowled at him, choosing to focus on anything other than her imminent drop. "Why are you doing this, anyway? What did the Doctor ever do to you?"

The Intelligence gave a low, throaty chuckle. "What? Why would you care about that? He hurt you too, I know. Nearly a decade of pain left at your doorstep. You know how badly he can hurt people, don't you?"

She felt a surge of anger rising- anger at the Doctor, at her abandonment, at-

She shoved it back. She could tell when she was being manipulated. "Yeah, he hurt me. But you don't see me trying to throw him off a cloud, do you? If I can forgive him, what's that say about you?"

The Intelligence looked up, for once quite wrong-hooved. Dinky took advantage of its confusion, pushing on. "Seriously, trying to kill him once wasn't enough for you? At least these goons are a little more subtle than Yetis in the TARDIS."

The Intelligence frowned. "Yeti? What Yeti? I-" He broke off. "Thirty seconds left. Cover her mouth. Her prattle irritates me."

The kangaroo grabbed her muzzle. Dinky fought the urge bite its paw, or struggle from its grasp. Part of that was because she refused to give them the satisfaction, but for the most part, she was too afraid to risk being dropped early. "Nineteen," the Intelligence continued. "Eighteen, seventeen, sixteen…"

The TARDIS hurtled down the last corridor, heading straight for the opulent chamber at the very heart of the storm. The blue box bashed through the doors of carved ice, and its own doors swung open to reveal a very angry earth pony. "Give us Dinky, an' we won't hurt ya. Much," Apple Bloom said, glaring fire at the Intelligence, whose gaze reflected only icy disdain.

"Three," he said. "Two."

Button spurred the TARDIS forward with a primal scream of defiance. "One," said the Intelligence, and over the edge Dinky pitched.

The hole began to shrink rapidly. Even at her current speed, the TARDIS wouldn't make it in time to smash through. Though Button knew this, he pressed on, silently hoping to Celestia for a miracle. A fraction of a second later, a miracle swooshed out of the doors of the big blue box, her grey feathers tickling the tops of Apple Bloom's ears. Before the Intelligence or his goons had time to react, she was already through the hole and speeding toward her filly. "NO!" the Intelligence cried, leaning forward. The hole stopped shrinking for a moment as he stared in despair at the tableau unfolding beneath him. An instant later, the TARDIS squeezed through the gap, flying down, down, down to the ground.

The Intelligence's face was a picture. He refused to believe that he could be defeated the exact same way twice in one day. The thought that he had tried the exact same plan both times never even crossed its vast, addled mind. A moment later, it twisted its mouth up into a dreadful parody of a smile. It lifted a hoof and smashed it against the cloud surface. An answering bolt of lightning shot out, aimed right at Ditzy's tail.


	12. Stormbreaker

Ditzy didn't even blink as the lightning flew by her, even as it grazed against her mane. She had walked away from far worse than that piddly shock. She focused on one thing only; catching her daughter. Rain streamed up her face as she plummeted after her little muffin.

Inside the TARDIS, everypony was in an uproar. Scootaloo was pushing against the altitude control with all her might as though that would make it go faster. Sweetie Belle and Rumble, who had just woken up extremely dazed, clung to each other for dear life. The Doctor was clinging to Apple Bloom's hind hooves as she dangled out of the TARDIS, having nearly fallen out during Ditzy's dive. As for Button…

Button was all hooves, running from console to console, looking at the tracking monitor, boosting the shields against the lightning bolts that were hurled after them like spears, making adjustments to the course, and checking the readout of conditions. He worked like a colt possessed. If the golden glow from the console was any indication, he might well have been. Sparks flew from the ship, bolts of electricity arcing over the panels. Ditzy was nearing her daughter now, almost there, almost there…

She was blasted away, a near lightning strike blowing feathers off her left wing. She corkscrewed wildly. "No!" the Doctor cried as the pegasus began to fall freely. Scootaloo tilted the TARDIS back for a moment, allowing the Time Lord and Apple Bloom to slide back into the room, then let it lean forwards a tad. Button swept forwards, scooping a bedraggled and slightly charred Ditzy up into the TARDIS. Immediately, the Doctor wrapped her in a hug. "I thought I'd lost you," he whispered.

She pushed him away. "Not now," she said. "Dinky's still in danger!"

"Not for long," Bloom assured her. "Look!"

Indeed, the TARDIS was rapidly nearing the filly, but both were also nearing the ground. "Same maneuver as last time!" Sweetie yelled, finally letting her adrenaline overwhelm her fear.

Scootaloo kicked up the booster another couple of notches, and they flew past the falling unicorn, Button steered the TARDIS directly underneath her, and Scootaloo tilted it nearly onto its back to catch her. With a scream, the filly fell through the doors, her eyes closed tight, expecting the end to come at any moment. Instead, she suddenly felt the pull of gravity shift, sending her sprawling across the floor of the TARDIS. She skidded for a few seconds before smacking into the console. She didn't even have time to register that she was still alive before she felt her parents scooping her up and holding her tight. The room let out a collective sigh of relief. The Doctor quietly sobbed into his daughter's mane. "I thought I'd lost you," he whispered over and over.

Dinky looked around in astonishment. "How did- Button? Scootaloo? What?"

Scootaloo grinned. "We learned how to fly a spaceship!" she crowed.

Rumble had recovered enough to grin up at Button. "Toldja you could do it," he said.

The colt smiled, but then glanced up at the sky through the open doors. "I don't think we're done just yet," he said.

The storm _screamed_, a shriek of outraged impotence and fury. Even as they watched, the storm began to twist, its clouds becoming swirling tentacles, lightning flashing like teeth in its cavernous maw. The corpses of the possessed creatures began to plummet to the ground as the Intelligence let them all go to divert all of its attention to controlling the storm.

"Oh," said the Doctor. "Yes, I think it's about time we dealt with that once and for all. Only question is, how do we destroy it? It can't die, not really."

"You know what it is?" Sweetie asked.

"Yes. It's a sort of hive mind, the Great Intelligence." He looked over at his wife. "It made the Yeti," he explained.

Ditzy nodded. "So, you've stopped it before?" she asked. "How?"

He sucked in his breath. "Generally, there's nothing to be done but to, er, sort of disperse it. If it's taken a host, like the blue-eyes, that's easy enough, just get rid of the host. Unfortunately, it's built itself a construct, that grey stallion you saw, and it made a bunch of back-up copies, likely all stored in the cloud." He scratched behind his ear. "Hmm."

"Disperse it?" Scootaloo repeated. "Disperse, like… break it up?"

"Yes, that is what the word means."

The filly looked thoughtful. "Sort of like how Rainbow Dash disperses clouds, by kicking them?"

"Well," the Doctor chuckled. "Basically, I suppose. Although, it would take rather more than just a kicking to break up that cloud."

"More?" Button asked, glancing meaningfully at Scootaloo.

"Much more," the Doctor agreed.

Scootaloo slid the booster halfway up and glanced over at Button. He gave a 'keep going' gesture with one hoof as he pushed the door switch down with the other. There was a faint whirring hum as they slid shut.

The Doctor continued, "Though, I suppose Rainbow Dash might be able to break it up with that… what was it?"

"A Sonic Rainboom?" Ditzy suggested.

"That's the one. Heh. Rainboom. I love the names you ponies give things, they're just brilliant."

Scootaloo grinned like Discord themself and flipped up the altitude controller. The TARDIS shot through the air like a cork out of a champagne bottle. Everypony shrieked as the TARDIS flew up, up, up at the cloud, the box going faster and faster as it shot through the air toward the gaping maw.

Button let out a wild cry, steering the TARDIS straight toward the center of the roaring storm, which reached out with tendrils of cloud to envelop him and everypony else.

The ship flew past the point of no return. A fraction of a second later, there was an almighty boom as the TARDIS broke the sound barrier. The cloud didn't stand a chance. It dissolved into water vapor, the few remaining constructs onboard plummeting to the ground. They disintegrated before they ever hit, though; there was no force left to hold them together.

* * *

There was a long moment of terrified silence inside the TARDIS. It was finally broken when Scootaloo, mane frazzled and eyes bulging, whispered, "That was the coolest thing I have ever done."

Then, everypony broke into cheers of joy, embracing the pilots. "Good job!" "Well done, both of you!" "Woohoo!"

Sweetie gasped. "Button! You got your cutie mark!"

The colt twisted around, his jaw dropping. "I did? What is it?"

"Looks like a game controller," Rumble said. "Can't say I'm surprised, really."

"What about me?" Scootaloo asked, anxiously checking her own flank. It was, regrettably, still blank. "Aw," she groaned. "Come on! I just helped break the sound barrier! What more do I have to do?"

Apple Bloom hugged her. "It's alright," she said. "Ah reckon Rainbow'll still be impressed either way."

The pegasus gasped, her eyes widening. "How soon can we go home? I need to go tell Rainbow Dash all about this! She's gonna freak!"

The Doctor looked over at his wife, worried. "Ah. Are we going to have angry family members suddenly turning up on our doorstep soon?"

Ditzy shrugged. "Eh. Ponyville generally sees worse stuff than this every few months. Love Tap might be worried about Button, and the others' respective guardians will definitely be popping round too, but I wouldn't worry too much."

"You sure?"

"If you're that worried, why don't we just- um. Why don't we just 'vworp' home?"

The Doctor nodded. "Good plan. I'm inclined to agree, except for one thing."

Ditzy's brow furrowed. "What's that?"

"We never had lunch! Come on, I saw a great place. Let's go eat."

He went to push down the altitude control. Scootaloo's eyes widened. "No!" she cried. The box plummeted several meters in the space of a second before stopping.

Very carefully, the Doctor set the booster switch back at zero. "You know, now that I think about it," he said, looking vaguely green, "I don't think I could eat a single bite. Maybe I'd better-_urp-_let my stomach settle a bit…"

The others giggled as the Doctor set the coordinates for Ponyville once more, dematerializing with a whoosh from the clear skies over Timbucktoo.


End file.
